Form 4: Academy Sports & Outdoors Director Reports Future Stock Vesting and Tax-Related Share Disposal

Ken C. Hicks, a Director at Academy Sports & Outdoors, Inc., reported the future conversion of restricted stock units into common stock and a related disposal of shares for tax purposes, effective June 30, 2025.

Summary

• Ken C. Hicks, a Director of Academy Sports & Outdoors, Inc. (ASO), reported transactions scheduled for June 30, 2025.
• On June 30, 2025, 1,244 restricted stock units (RSUs) are set to convert into common stock on a one-for-one basis.
• Following the RSU conversion, 447,268 shares of common stock will be beneficially owned.
• Concurrently on June 30, 2025, 401 shares of common stock are scheduled to be disposed of at a price of $46.51 per share, likely for tax withholding purposes.
• After the disposal, 446,867 shares of common stock will be beneficially owned.
• The RSUs were granted under the Company's 2020 Omnibus Incentive Plan.
• On March 30, 2022, Mr. Hicks was granted 63,760 performance-based restricted stock units (PRSUs).
• On March 1, 2023, the Issuer's compensation committee certified the achievement of 93.7% of performance criteria for fiscal 2022, resulting in 59,713 PRSUs being deemed earned.
• A portion of the earned PRSUs (1/48th) will vest monthly since January 30, 2022, subject to continued service.
• The remaining unearned 4,047 PRSUs from the March 30, 2022 grant may vest if certain Issuer stock price conditions are met and certified by the compensation committee as of January 30, 2026.
• Following the reported transactions, 12,760 derivative securities (RSUs) will remain beneficially owned, with an expiration date of March 30, 2032.

Sentiment

Score: 5

Explanation: The document reports routine insider stock transactions related to compensation vesting and tax withholding. It does not contain information that would significantly alter the company's financial outlook or operational status, thus indicating a neutral sentiment.

Positives

• Achievement of 93.7% of performance criteria for fiscal 2022 for performance-based restricted stock units, leading to 59,713 PRSUs being deemed earned.
• Conversion of 1,244 restricted stock units into common stock, increasing direct common stock holdings.

Negatives

• Disposal of 401 shares of common stock at $46.51, likely for tax obligations related to the vesting of equity awards.

Future Outlook

The remaining 4,047 unearned performance-based restricted stock units from the March 30, 2022 grant may vest upon certification by the Issuer's compensation committee of achievement of certain Issuer stock price conditions as of January 30, 2026. Monthly vesting of earned PRSUs will continue subject to the Reporting Person's continued service.

Management Comments

• Restricted stock units convert into common stock on a one-for-one basis.
• The restricted stock units were granted under the Company's 2020 Omnibus Incentive Plan.
• The Issuer's compensation committee certified achievement of 93.7% of the performance criteria during fiscal 2022, meaning 59,713 PRSUs were deemed earned.
• Earned PRSUs will vest monthly (1/48th) since the Vesting Commencement Date (January 30, 2022), subject to continued service.
• Remaining unearned PRSUs may vest upon certification of certain Issuer stock price conditions as of January 30, 2026.

Industry Context

This Form 4 filing details a routine insider transaction involving the vesting of equity compensation and a subsequent tax-related share disposal. Such transactions are common across all industries for executives and directors receiving stock-based compensation.

Stakeholder Impact

• Shareholders: Minor impact as these are routine insider transactions related to compensation and tax management, not indicative of significant strategic shifts or financial performance changes.

Next Steps

• Continued monthly vesting of earned performance-based restricted stock units (PRSUs) subject to the Reporting Person's continued service.
• Assessment and potential certification of Issuer stock price conditions by the compensation committee as of January 30, 2026, for the vesting of remaining unearned PRSUs.

Key Dates

Keywords

Academy Sports & Outdoors, ASO, Form 4, Insider Transaction, Restricted Stock Units, Performance Shares, Director Stock Ownership, Equity Compensation, Stock Vesting